XML 31 R22.htm IDEA: XBRL DOCUMENT v3.22.2.2
Common Stock and Earnings Per Share
 9 Months Ended
Sep. 30, 2022
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract]  
Common Stock and Earnings Per Share Common Stock and Earnings Per Share
Treasury Stock Repurchase Program
Mid Penn adopted a treasury stock repurchase program ("Program") initially effective March 19, 2020, and the program remains available as it was extended through March 19, 2023 by Mid Penn’s Board of Directors on March 23, 2022. The Program authorizes the repurchase of up to $15.0 million of Mid Penn’s outstanding common stock, which represented approximately 3.5% of the issued shares based on Mid Penn’s closing stock price and shares issued as of March 31, 2022. Under the Program, Mid Penn may conduct repurchases of its common stock through open market transactions (which may be by means of a trading plan adopted under SEC Rule 10b5-1) or in privately negotiated transactions. Repurchases under the Program are made at the discretion of management and are subject to market conditions and other factors. There is no guarantee as to the exact number of shares that Mid Penn may repurchase.
The Program may be modified, suspended or terminated at any time, in Mid Penn’s discretion, based upon a number of factors, including liquidity, market conditions, the availability of alternative investment opportunities and other factors Mid Penn deems appropriate. The Program does not obligate Mid Penn to repurchase any shares.
During the nine months ended September 30, 2022 and 2021 Mid Penn repurchased 109,891 and 5,800 shares of common stock, respectively. As of September 30, 2022, Mid Penn had repurchased 208,343 shares of common stock at an average price of $23.42 per share under the Program. The Program has $10.1 million remaining available for repurchase as of September 30, 2022.
Shares Converted Pursuant to Riverview Merger
As announced on a Form 8-K on December 1, 2021, pursuant to the terms of the merger agreement, each share of Riverview common stock issued and outstanding as of November 30, 2021 was converted into the right to receive 0.4833 shares of Mid Penn common stock. Cash was paid to Riverview shareholders in lieu of any fractional shares. As a result of the merger, Mid Penn issued 4,519,776 shares of Mid Penn common stock. The additional shares issued on November 30, 2021 significantly impacted the weighted average number of shares outstanding used for the earnings per share calculation for the three and nine months ended September 30, 2022 compared to the three and nine months ended September 30, 2021.
Underwritten Public Follow-On Common Stock Offering
As previously announced on a Form 8-K on May 4, 2021, Mid Penn completed an underwritten public offering of 3.0 million shares of common stock at a price of $25.00 per share, with the aggregate gross proceeds of the offering totaling $74.8 million before underwriting discounts and offering expenses. The net proceeds of the offering, after deducting $4.5 million of combined underwriting discounts and other offering expenses, were $70.2 million. The additional shares issued on May 4, 2021 significantly impacted the weighted average number of shares outstanding used for the earnings per share calculation for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.
Dividend Reinvestment Plan
Under Mid Penn’s amended and restated dividend reinvestment plan ("DRIP"), 330,750 shares of Mid Penn’s authorized but unissued common stock are reserved for issuance. The DRIP also allows for voluntary cash payments, within specified limits, to be used for the purchase of additional shares.
Restricted Stock Plan
Under Mid Penn’s 2014 Restricted Stock Plan, which was amended in 2020, Mid Penn may grant awards not exceeding, in the aggregate, 200,000 shares of common stock. The Plan was established for employees and directors of Mid Penn and the Bank, selected by the Compensation Committee of the Board of Directors, to align the interest of plan participants with those of Mid Penn’s shareholders. The plan provides those persons who have a responsibility for its growth with additional incentives by allowing them to acquire an ownership interest in Mid Penn and thereby encouraging them to contribute to the success of the company.
As of September 30, 2022, a total of 164,537 restricted shares were granted under the Plan, of which 5,073 shares were forfeited and available for reissuance, 90,798 shares were vested, and the remaining 68,666 shares were unvested. The Plan shares granted and vested resulted in $237 thousand and $694 thousand in share-based compensation expense for the three and nine months ended September 30, 2022, respectively, and $227 thousand and $533 thousand of share-based compensation expense was recorded for the three and nine months ended September 30, 2021, respectively.
Share-based compensation expense relating to restricted stock is calculated using grant date fair value and is recognized on a straight-line basis over the vesting periods of the awards. Restricted shares granted to employees vest in equal amounts on the anniversary of the grant date over the vesting period and the expense is a component of salaries and benefits expense on the consolidated statement of income. The employee grant vesting period is determined by the terms of each respective grant, with vesting periods generally between one and four years. Restricted shares granted to directors have a twelve-month vesting period, and the expense is a component of directors’ fees and benefits within the other expense line item on the consolidated statement of income.
Earnings Per Common Share
Basic earnings per common share are computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during each of the periods presented. Diluted earnings per common share are calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding plus common shares that would have been outstanding if dilutive potential common shares, consisting of unvested restricted stock, had been issued. The effect of dilutive unvested restricted stock was not material and did not result in a difference, when rounded to the whole cent, between the basic earnings per share compared to the diluted earnings per share for any of the periods presented.
As previously announced on a Form 8-K on May 4, 2021, Mid Penn completed an underwritten public offering of 3.0 million shares of common stock at a price of $25.00 per share, with the aggregate gross proceeds of the offering totaling $74.8 million before underwriting discounts and offering expenses. The net proceeds of the offering after deducting the underwriting discount and other offering expenses were $70.2 million. Additionally, as previously announced on a Form 8-K on December 1, 2021, Mid Penn issued 4,519,776 shares of common stock as a result of the merger with Riverview on November 30, 2021. The additional shares issued on May 4, 2021 and November 30, 2021 significantly impacted the weighted average number of shares outstanding used for the three and nine months ended September 30, 2022 earnings per share calculations compared to the three and nine months ended September 30, 2021.
The following data shows the amounts used in computing basic and diluted earnings per common share.
Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in thousands, except per share data)2022202120222021
Net income$15,481 $9,787 $39,087 $28,712 
Weighted average common shares outstanding (basic)15,877,59211,423,48715,922,94510,064,655
Effect of dilutive unvested restricted stock grants10,2798,60522,32912,753
Weighted average common shares outstanding (diluted)15,887,87111,432,09215,945,27410,077,408
Basic earnings per common share$0.97 $0.86 $2.45 $2.85 
Diluted earnings per common share0.97 0.86 2.45 2.85 
There were no antidilutive instruments at September 30, 2022 and 2021.